Agmt12 Lowe Enterprises Real Estate Group

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satisfied within tive (5) business days ot� the request, City reserves the right to ccase work on its evaluation of Developer's Proposal and to also advisc its consultants to cease work. (b) Upon termination of this Agreement or atter completion of Ciry's evaluation of Developer's proposal, if Developer's Proposal is selected, Ciry shall have a reasonable time to seek and receive from Developer all remaining and ou[standing reimbursements to which it is entitled under this Agreement. Once all remaining and outstanding reimbursements have been paid to City by Developer, the portion of the deposit provided by Devcloper [hat has not been expended or committed for expendi[ures as set lorth in this Agreement shall be retumed to the Developer within ten (10) calendar days. If Developer's Proposal is not selected by City, then all of City's costs and expenses shall be reimbursed to City by the developer whose proposal is selected, and Developer's entire deposit shall be returned to Developer within ten (10) calendar days. Section 4.03. Recordkee�ng and Audits (a) City shall maintain records with respcct to the review performed by City and its Consultants under this Agreement (the "Records") in accordance with City's current procedures. City shall retain such Records for the period required by law. The Records shall include official documentation evidencing the charges to support all costs. (b) Ciry will make available to Developer all Records excluding attorney client, work product, and other confidential or protected infonnation and documents, within forty-eight (48) hours after request for examination of such records is provided to City. If any audit reveals inaccuracies in billings or payments, the necessary adjusunents to correct the inaccuracies shall be made. (c) Nothing in this Agreement shall be construed to require City to provide Developer with documents, or portions of documents that are privileged, attorncy work product, or attorney- client privileged. ARTICLE 5. MISCELLANEOUS PROVISIONS. Section 5.01. CaliYornia Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Section 5.02. Nature of Commimient. Nothing in [his Agreement is or should be construed to be a covenant, promise, or commitment by City (including, without limitation, any agency, board, or commission of the City) to grant any entidement for development or to make a final decision on any proposal, nor shall it prevent City (induding, without limitation, any agency, board, or commission of the Ciry) from acting, or electing not to act, on any proposal in any manner other than that decmed proper by City. Section 5.03. Earlv Termination. (a) By Develo�er. Developer may, upon two (2) days prior written notice to City, terminate this Agreement, provided Developer withdraws Developer's Proposal and provides notice of such withdrawal to Ciry. Developer shall remain liable for expenses incurred by City 30169?5�12 4